A/N: Shipping's not really my style, but my first thought was what would be the true deterrent of Chuck's hideous purple mask? And my second thought was, how could Carly Beth be the one to help him take it off. I always saw her as the true "face" of the Haunted Mask stories, so I wanted her to be the one to help Chuck and Steve learn and grow like her, and her be the catalyst for Chuck's removal. So here's my take on what happened after Haunted Mask II's twist.

True Beauty

"Oh Chuck..." moaned Carly Beth in distress.

Now Chuck Greene was stuck in a mask. A truly grotesque and disgusting mask, at that. The skin was purple, and the eyes of the mask were crimson red. The teeth were all crooked and yellow, and small worms were sticking out of the masks cheeks.

Steve Boswell, who just got his mask off, frowned. "Chuck, Chuck, Chuck..."

But Steve's disappointment had faded when he saw another worm slowly dig it's way out of Chuck's chin. Carly Beth shut her eyes and grimaced, then turned away from Chuck's face and clasped her mouth - trying not to puke.

"Ugh!" remarked Steve as he saw the worm slither out from Chuck's grotesque face. "What the?! What is that?!"

"It's an ugly mask doofus." responded Chuck, in his deep and low tone. "Now help me get this mask off."

"No man, that's not just a mask!" cried Steve, now concerned. "Tell him Carly Beth!"

"Steve's right," sighed Carly Beth. "That mask is a real living face. The man who made it was a scientist trying to create faces for people to put on to feel pretty and cute. But they turned bad and evil and mean. They became monsters, hideous monsters called the Unloved."

"This is confusing," moaned Chuck. "What do you mean?"

"A nap is confusing to you," shot Steve to Chuck. Chuck rolled his red eyes, as Steve spoke again. "Think Venom. You know how the symbiote sticks to Eddie Brock and makes him Venom?"

"Yeah..." replied Chuck in a low tone. Steve then walked as close as he could to Chuck.

"Well that purple mask is your symbiote, and you're Eddie Brock! Get it now?" asked Steve putting his hands on shoulders.

Carly Beth half-smiled. "I couldn't have said it better myself." she thought.

"Oh man!" shrieked Chuck in horror. "This...thing really is my face now!?"

Carly Beth looked away again, this time feeling sorry for him. Steve suddenly had a mean idea.

"Yeah man, this one will stick forever." he sighed as he walked and turned away. "Sorry."

Chuck then fell to his knees and pounded the ground, and sobbing. "No! I can't stay this way! I can't! I'm so ugly!"

Carly Beth lost patience and then snapped out of her sadness and shoved Steve away angrily, who was chortling to himself.

"That wasn't funny you mean jerk!" snapped Carly Beth in anger. Steve now looked shocked at Carly Beth. Chuck sniffed to stop his sobbing too, and looked up shockingly at her too. They had never seen Carly Beth so angry before, or at least angry without a mask.

"This is why you both made me lose my mind, last year!" she yelled again, this time shoving Chuck who staggered backwards.

"You two and always wanting to play pranks!" ranted Carly Beth, angrily. "And look what happened! I lose my temper and put on a mask just to make you two idiots stop, Steve puts on a mask to scare six-year-olds - SIX-YEAR-OLDS, and you, Chuck, are trapped and I don't even know how to save you! Maybe if you two didn't play pranks so much, bad stuff like this wouldn't happen to you!"

Carly Beth began to breathe heavily after yelling at the boys. Steve looked guilty as he put his hands in jeans' pockets and looked down. Through the Ugly Mask, Carly Beth could tell Chuck looked guilty too.

"Maybe we could layoff with the pranks," sighed Steve. "I'm sorry Chuck."

"It's okay, I know you were joking. But we could be nicer to Carly Beth." agreed Chuck in a throaty tone, nodding. As he nodded, the worms protruding from his face bobbed up and down.

"I'll tell you what," said Carly Beth, confidently. "I'll help you get the mask off, Chuck. But only if you both stop playing so many pranks, and learn to be nicer. Okay?"

"Okay..." sighed both Chuck and Steve.

"Now, let's get that mask off and get to the party." suggested Carly Beth with a smile.

"There's no point in going back to the old shop, is there?" asked Steve, curiously.

"I don't think so, unless The Shopkeeper is in." she replied, rubbing her chin.

"Well, how did you two get your masks off?" asked Chuck desperately. "I don't want to look like Barney's zombie cousin anymore!"

Steve snickered at that.

"Shut up!" barked Chuck, shoving Steve.

Carly Beth ignored them. "Well, I got mine off with a Symbol of Love. Steve's is what perplexes me. The Old Man Mask just came off of his face and danced away when we found his clothes."

"Maybe I need a Symbol of Love or matching clothes!" said Chuck, hopefully as he motioned for them to follow him.

"No, I don't think so." replied Carly Beth solemnly. "I think each mask has it's own way of removal."

"I'm gonna look like a bruised wart forever, won't I?" moaned Chuck, as another worm burrowed it's way out of Chuck's forehead. Both Carly Beth and Steve moaned in disgust.

Carly Beth gave Chuck a sympathetic expression. "No, Chuck. Don't worry, we'll find a away. You won't be ugly forever."

"Yeah man," said Steve, caringly. "We're gonna get that mask off. We just have to think how to get it off."

Chuck smiled as Carly Beth suddenly had a thought. "Hey Chuck, how many times have you taken that off?"

"Like once, I think." he replied.

"Then we can take it off." she assured with a smile. "Let me think for a second."

"Well your's came off with love, what did mine come off with?" asked Steve, thoughtfully.

Carly Beth had a thought. "How did you feel when you were an old man?"

"Oh man, that sucked," moaned Steve. "I felt like the life was being sucked out of me. Like my lungs were shrinking, and I felt so frail."

"But when the Old Man Mask lifted off of your face, he was full of life when he got his clothes back, wasn't he?" pondered Carly Beth.

"Yeeeeeah..." replied Steve, not knowing where she was going with her point.

"I felt enraged and angry all night long in mine," said Carly Beth, still thinking hard. She then turned to a distressed Chuck. "Chuck, how does that mask make you feel?"

"I don't feel anything," replied Chuck. "I don't feel angry or old. I still feel like me. Ugly and hideous me."

"That's it!" cried Carly Beth. "Ugly! The mask makes you feel ugly!"

Steve smirked. "But he's always ug-oof!" He didn't finish his reply, as Carly Beth elbowed him in the stomach.

"I guess you're right," sighed Chuck. "I don't really think I look too good in this mask."

"That still doesn't explain Steve's mask," sighed Carly Beth. Steve recovered and spoke up.

"Sometimes, my Grandpa Dan and my Grandpa Jake are mean when my grandmas make them do things they don't want to," Steve put in. "Maybe my mask really is like an old fussy man."

"And is only happy when left alone!" added Carly Beth. "So that's why he danced and ran away happily! He was full of life again for being left alone!"

"So for you it was symbol of love, for Steve it was a symbol of life, for me could it be a symbol of beauty?" asked Chuck, as he palmed his cheek. A worm stuck out from in-between his fingers as he pondered.

"That could be it!" Carly Beth said excitedly. "Think quickly! What makes you feel beautiful?"

Chuck turned away in embarrassment. Carly Beth caught this and turned to Steve. "Hey Steve, could you go to my house and let my mom and Sabrina know that I'm picking up some snacks or something and I'm okay? I'll be there with Chuck in a sec."

"Okay!" replied Steve happily. "But are you sure you don't need my help or something?"

"I'm sure," assured Carly Beth. "Also don't prank Noah. I know he's a pest, but leave him alone."

"Okay, okay," sighed Steve, walking away. "No more scares and pranks. Especially no more after tonight. Sheesh."

He then began a jog to Carly Beth's house, as she now turned back to Chuck. "Okay he's gone, so you can tell me now. What makes you feel beautiful?"

Chuck looked to Carly Beth and in a low tone murmured, "There's two ways. Sometimes I do when my mom says it."

"Let's start with your mom then!" chirped Carly Beth, excitedly. "Maybe if she tells you that you are, the mask will come off!"

"No!" suddenly shouted Chuck in a deep growl. "She'll ground me forever for looking like this! She'll know I was up to something!"

"This is why the pranks have got to stop," hissed Carly Beth. "Got any other ideas?"

Chuck turned away again, and this time he couldn't keep still. Carly Beth regarded the fidgeting Chuck, he began to sweat, and now he was pacing.

"Is he nervous?" she thought as she saw sweat trickle down the purple mask, and drip off of the wriggling and wobbling worms on the hideous face. Then to Carly Beth's shock, around the Ugly Mask's purple cheeks, they grew a deeper shade of purple. Was he...blushing?

"Chuck," she said softly. "Would it make you feel beautiful, if I told you that you were?"

Chuck, still looking away, just nodded a sheepish yes to Carly Beth.

"But why me?" asked Carly Beth, astounded at the answer.

"Because-you-are!" blurted-out Chuck. All of his words came out quickly, and he felt even more embarrassed.

Carly Beth couldn't believe her ears. She thought that both Chuck and Steve hated her, or just wanted to torture her. Never that they liked her, or even thought she was kinda cute. She had always wanted to be more like her friend Sabrina, deep down. But never did she think that someone, anyone, let alone the thorns in her side in Chuck or Steve, would like who she was. Especially in her goofy duck costume that she was wearing. She was flattered and she began to walk closer to him. "Look at me, Chuck."

Chuck obliged and turned towards Carly Beth. Then, gently, Carly Beth placed her hand on the right cheek of the mask where a wriggling worm was. As Carly Beth's hand touched his new face, the worm quickly retreated inside the hole in the face it dug itself out of. And then suddenly, the rest of the worms began to slowly retreat back into their holes on the Ugly Mask as well. He then started to grimace in pain and sweat again, this time from Carly Beth's touch.

"Carly Beth, what-are-you?" he asked, feeling uneasy. "The mask is starting to feel...weird."

Carly Beth gave Chuck a look of empathy and said, "Chuck you are a beautiful person. And you're more than just a prankster. You're my friend."

And then suddenly, a sticky sound was heard. A sound of velcro separating, of masking tape being torn off of it's wheel. Carly Beth reached to the top of the Ugly Mask's bald and veiny purple head, and gently pulled the sticky mask off of Chuck's face. And then in front of her stood the REAL Chuck Greene. Long brown hair, brown-eyed Chuck Greene.

Carly Beth stepped back with the Ugly Mask in her grip, as Chuck felt around his face. Once he realized the hideous mask was off, he was so happy and grateful that he couldn't stand still!

"I'm me?" he asked surprisingly. "I'm me!"

He then began to celebrate loudly, and he quickly ran to Carly Beth and gave her a big hug, much to her shock.

"I was so scared! I can't believe it!" he cried, as he hugged her tightly. He then let her go in embarrassment and bashfully said, "Thank you, Carly Beth."

"You're welcome, Chuck," she said, in a friendly tone. "Now let's get to the party. I think you and Steve deserve some fun after the night you both had."

"Ditto." replied Chuck with a laugh. At that, the two friends began the walk to Carly Beth's house. It was an unusually quiet walk. Nothing could be heard but the autumn gale whistling through - causing the leaves to scrape along the ground, trick-or-treaters hitting their last houses for treats, and the kids happily talking about their Halloween haul.

As they rustled through their last set of leaves on the way to Carly Beth's house, Chuck had a thought and stopped. Carly Beth realizing that Chuck stopped walking, turned to him.

"Something wrong?" she asked.

"I was just wondering," began Chuck as he rustled his hands through his hair. "Did you really mean - do you really think I'm - well ya know?"

Carly Beth tilted her head. "I guess that depends," she replied, jokingly. "Did you really mean what you said about me?"

Chuck's face went bright red, which caused an easy smile and chuckle from Carly Beth. "Let's just talk about it some other time, okay?"

Chuck let out a long sigh. "Good idea." he breathed. "Just don't tell Steve about tonight, okay? I think he thinks...that of you too."

"Don't worry, I won't. assured Carly Beth. "But don't prank me anymore. I'm not the same Carly Beth I was before, and I will tell Ms. Armbruster if you guys don't stop."

"Aw man..." groaned Chuck. "But it's not like before! Honest! We try to prank you now because you're one of us! You're really scary when you wanna be!"

Carly Beth felt flattered. "And all it took was a Haunted Mask to get me some respect." she mused in thought.

"Chuck, I'll be your friend and Steve's friend. We can actually be friends without always pranking each other, doofus." she laughed, as she playfully shoved Chuck.

"Okay, okay I get it." laughed Chuck. "I said no more before, and I mean it."

"Cool," replied Carly Beth. "Now let's party! Look! People are starting to arrive!"

And they were. There was a long line of cars leading up Walnut Avenue for Carly Beth's Halloween Party. As she saw different students from the 7th Grade lining up to head inside.

"Carly Beth!" she heard her mom call. "Come on in! Your guests are here!"

Carly Beth and Chuck smiled at each other and ran up to the house, excited to finally have a good Halloween night.

As the two went inside the spookily decorated house, music was blaring, most of Carly Beth's fellow classmates were dancing, some of her classmates swapping candy from their Halloween haul, Steve and a few other friends were watching horror movies on AMC - a successful Halloween party. Carly Beth then quickly threw the Ugly Mask into her closet and joined her friends.

As Chuck went to happily join Steve on the couch to watch Halloween, Carly Beth's mother came in after hearing the phone ring,

"Hun, can you answer the door please?" asked Mrs. Caldwell, wearing a Bride of Frankenstein costume. "Your dad said he'd call as soon as he got to Fresno."

"Okay mom!" responded Carly Beth. As Carly Beth walked to answer the door. But she was met with a frightening sight, one that made her gasp. It was the Old Man Mask wearing his old clothes and smiling at her.

"I heard a party was going on!" rasped the Old Man Mask. "Can I join you whipper-snappers too?"

THE END

A/N: A shorter tale, but I didn't think HMII needed a full-blown tragedy or story of a malevolent spirit. With Carly Beth being smarter and braver, and with how the solution was found by her in the source material, I figured it would be quick here given that the Unloved all have possibly different traits and effects on their wearers.

Hope you enjoyed!